STACEYS BUFFET INC
8-K, 1995-11-01
EATING PLACES
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<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
                TO RULE 901 (d) OF REGULATION S-T


               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                            FORM 8-K

       Current Report Pursuant to Section 13 or 15 (d) of
                   The Securities Act of 1934


Date of Report (Date of earliest event reported) October 20, 1995
                                                 ----------------

                       STACEY'S BUFFET, INC.               
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)


                             FLORIDA                  
         ----------------------------------------------           
        
         (State or Other Jurisdiction of Incorporation)


    000-16791                          59-2736736                
- - ------------------------    ---------------------------------
(Commission File Number)    (IRS Employer Identification No.)


   801 West Bay Drive, Suite #704, Largo, Florida      34640      
- - --------------------------------------------------------------   
   (Address of Principal Executive Offices)         (Zip Code)

                         (813) 581-4492              
- - -----------------------------------------------                   
      (Registrant's Telephone Number, Including Area Code)

  -------------------------------------------------------------   
                            
  (Former Name or Former Address, if Changed Since Last Report)
                                
<PAGE>
<PAGE>

                                

             INFORMATION TO BE INCLUDED IN FORM 8-K



Item 1.        Change in Control of Registrant.

                    Not Applicable.


Item 2.        Acquisition or Disposition of Assets.

                    See Press Release attached as Exhibit EX-99.PR.
                                                  -----------------

Item 3.        Bankruptcy or Receivership.

                    Not Applicable.


Item 4.        Changes in Registrant's Certifying Accountant.

                    Not Applicable.


Item 5.        Other Events.

                    Not Applicable


Item 6.        Resignation of Registrant's Directors.

                    Not Applicable.


Item 7.        Financial Statements and Exhibits.

                    Not Applicable.


Item 8.        Change in Fiscal Year.

                    Not Applicable.


<PAGE>
<PAGE>





                           SIGNATURES





     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.








                       Stacey's Buffet, Inc., a Florida Corporation
                       -------------------------------------------- 



<TABLE>
<S>                         <C>
Date: October 31, 1995             Stephen J. Marrier, CEO   
                            -------------------------------------
                                   Stephen J. Marrier, CEO

</TABLE>

<PAGE>

FOR IMMEDIATE RELEASE                        SYMBOL:   SBUF
OCTOBER 27, 1995                             TRADED:   NASDAQ/NMS


              STACEY'S BUFFET SPINS OFF SUBSIDIARY
            IN EXCHANGE FOR 2,000,000 SHARES OF STOCK


     Largo, Florida, October 27, 1995 -- Stacey's Buffet, Inc.
announced today that is has consummated the spin-off of 3 of its 31
stores to Mr. Homer Duff in exchange for Mr. Duff's transfer to the
Company of 2,000,000 shares of the Company's common stock.
     Upon closing of the transaction, the number of outstanding
shares of the Company's common stock was reduced from approximately
14,500,000 to approximately 12,500,000.  
     Mr. Duff will continue to hold 2,000,000 shares of the
Company's common stock, for which he has granted the Company's
Board of Directors the right to direct the voting of such shares
until 1998.
     Mr. Stephen J. Marrier, the Chief Executive Officer of the
Company, noted that the Company's Board of Directors had reviewed
the transaction closely in light of the affiliated nature of Mr.
Duff and had engaged, and obtained an opinion as to the fairness of
the transaction from, Barclay Investment, Inc.  Mr. Marrier further
stated that "the stores involved, as a group, were not performing
at the level of the Company's stores generally, and the opportunity
to exchange the stores for approximately 14% of the Company's
outstanding equity represented an opportunity that management
believed was in the best interests of the stockholders."
     The Company will not recognize any significant gain or loss on
the transaction from an accounting perspective.
     Stacey's Buffet, Inc. currently operates 28 family-style
buffet restaurants in Florida, New York, New Jersey, Maryland and
Pennsylvania, and licenses eleven additional stores in the State of
Florida.

                  For more information contact:
                          Maureen Jack
                         Stacey's Buffet
                    (813) 581-4492, ext. #12
          


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